Star Fox: Earth's Mightiest Heroes
by ZombieAxeHero
Summary: Earth is under attack by the remains of the Anglar Empire, hatching a plot not unlike that of Andross before them. Now part of the Avengers Initiative, Star Fox must protect the planet from a threat that they cannot face alone, banding together with some of the greatest heroes Earth has to offer. But something else has come, and that something has begun to change Fox for the worse.
1. Recruits

_**Quick disclaimer: this story is a semi-sequel to my Nintendo X Capcom story, which is why this chapter contains references to Resident Evil's BSAA as well as Darkstalkers villain Jedah Dohma. Please have a look at the final chapter of that story to see the lead-in. Sorry for the confusion.**_

CHAPTER ONE

**Recruits **

Being taken into custody was the last thing Star Fox was expecting to happen as they made their way back to Corneria from Earth. They weren't even sure how they would be able to find their way back with the ridiculous sort of situation they had just gotten themselves into. After all, if these people were able to subdue Falco Lombardi, their ace pilot, then they were far from just hired gunmen.

As they were brought below deck, they were at least comforted in knowing that they weren't exactly being detained when they were brought to the command bridge, but then what was happening to them? No one seemed phased by them, which was rather odd since they had been getting stares left and right by other human beings not too long ago. In truth, they felt that they'd rather be with those people right now than the company they were with now. At least there it didn't feel like they had done something wrong and they weren't aware of it.

Maybe them being here was enough for Earth to fly into a panic. They were technically aliens, after all. All they were hoping was that this wouldn't somehow lead to some terrible conflict. They were certainly no strangers to that.

They were seated as the bogey that had cleverly led them into this trap walked toward a large stand. The bogey, the so-called Iron Man, halted on the platform and stretched out his arms, prompting several mechanical tendrils to appear from the ceiling and floor and dig into the small cracks on his exoskeleton until every metal piece came off, revealing a tall man wearing a rather casual outfit compared to what he'd been wearing a few seconds ago. Like Director Fury, this man had a beard and mustache, though was Caucasian. Another thing that separated him from Fury was the glowing object in his chest. Even Slippy had no idea what it was.

"Hey, listen." Iron Man said to Falco. "Sorry I took your ship down back there. It's a fine ship, and I'll fix it up in no time. On the house. You did good back there, anyhow, so I'd say you've earned it."

Falco grunted at first, but then looked over at Iron Man with a smirk.

"Same to you."

Iron Man smirked in return and held out his hand. Falco returned this gesture after a real name was issued.

"Tony Stark."

"Falco Lombardi."

The remaining members of the team sat down while the woman that had subdued Falco (who had taken the time to identify herself as Natasha Romanov, though was codenamed Black Widow) kept a watchful eye on them.

"Could someone please explain to us what we did wrong?" Fox asked. "…I mean, yes, we're talking animals and on your planet, that has to be the strangest thing ever, but…"

Fury entered the room, still looking as intimidating as he did before, but that intimidation washing over Star Fox shifted into confusion when Fury typed in a command on a nearby keyboard and a monitor lit up, profiles of all four members appearing on-screen.

"We received this information concerning you from the BSAA." he announced. "Seems the four of you fell through some sort of wormhole and travelled backward in time a couple decades. At least, that was your explanation of the situation. Care to explain it to me?"

"It was because of a..." Krystal started. "…well, I'm not sure if you'll believe me."

"I've seen some pretty strange things in my time. I can believe quite a bit."

"…we were brought here as pawns by a demon named Jedah Dohma. Whatever the case, our being here isn't any of our doing."

Fury grunted and looked over Fox's information.

"Fox McCloud. Age thirty. Born February 27th, 2007 on planet Papetoon in the Lylat System. Mother, Vixy Reinard. Father, James McCloud. Leader of the commando-for-hire unit Star Fox…and due to be married to Krystal here."

Fox flushed bright red, but otherwise made no indication of embarrassment. Krystal, on the other hand, not only blushed, but giggled somewhat.

"Is that relevant?" Fox demanded.

"We do like to get to know the people we work with."

"So we're not under arrest, then. Despite the fact that we're walking and talking wild animals."

"Not even close. As for the talking animals thing, we've seen a walking and talking tree. You four are far from the strangest thing we've seen in our lives."

"…a talking tree? …Never mind. So what's this Avengers Initiative thing you were talking about?"

"The same thing as Star Fox, pretty much. Just with more members and more resources, but with a far smaller galactic range. More effective? That's up to you. Why don't we cut straight to the chase, though?"

He fiddled around with the computer again until pictures of four creatures appeared on the screen, each of them being an anthropomorphic aquatic creature. One being a hammerhead shark, one being an octopus, one being a squid, and one being a completely unrecognizable species altogether.

"Do they look familiar?"

The Star Fox team stood up and took closer looks at the pictures, and as Fury expected, they recognized the four figures in seconds.

"Didn't we fight those guys during the Anglar Blitz?" asked Slippy. "Zazan, Zako, Octoman, and Zoldge."

"Yeah! Fox, look at this one!" Falco exclaimed, pointing to the squid Zoldge. "You and Wolf knocked that guy into the fire on Solar, didn't you? How is he still alive? Hell, how are any of them still alive?! They should all be caviar after what we did to them!"

The mention of Wolf O'Donnell didn't please Fox, especially not when one of his teammates said it like it meant nothing, but Falco did have a point. They hadn't just tipped Zoldge's ship against Solar's surface. They had submerged it into the plasma, beating out any chance of the ship or its pilot surviving, and yet here Zoldge was without so much as a single burn on his body.

"It seems," Fury continued. "...that these four followed you through the wormhole from your galaxy, and they've started a subtle underground takeover of the entire city one burrough at a time. We've managed to keep them restrained for a little while, but it's occurred to us that if anyone can get rid of them, it's the four of you."

Falco sneered.

"So it's a 'your mess so you clean it up' deal, huh?"

"No." Natasha answered. "Because we'll be helping you. The four of you aren't nearly enough to take them on yourselves. They've gotten a lot of help."

"Meaning…"

"We've got supervillains like them on Earth, too."

"Yeah, we kinda figured that out the hard way recently."

"That, and we want to make sure you don't make things even worse."

"How reassuring. Glad to be of service…"

Fox bit his lip. They were being assigned to save Earth for the second time. He thought they'd at least get some time to rest before going out and giving more blood and sweat for this planet, but no. They were getting chucked straight back into the lion's den.

"Of course," Fury continued. "We can't make you do anything. We want you to help us only if you want to."

And by that, he meant they'd be held responsible if the Anglars took Earth over. A very large span of options, if I do say so myself.

The team looked at each other, all unsure of what to do. They were having enough problems just trying to get back home and having just gotten out of a sticky situation. They weren't keen to immediately launching themselves back into more trouble, but what would refusing gain them?

"On one condition." Fox finally said. "If we help you, you need to help us find our way back to our own time."

"I can't guarantee that I'll be able to do it, but you can bet your ass that I'll try." Fury said with a smile.

"Ordinarily, I'd say that trying isn't enough, but hey. What else are we supposed to do?"

"Excellent. Bruce."

A black-haired man wearing glasses stepped forward with a strange syringe-like device in his hand.

"Star Fox, this is Bruce Banner, our friendly neighbourhood biology genius." Fury announced.

"What's he got there?" asked Krystal.

Tony was the one to answer.

"Tracking devices that he and I developed together. It's injected directly into the arm and measures the heartbeat. That way, we can know where you are and whether or not you're conscious."

"…beat that, Slip." Falco said with a smirk.

"Kiss my ass, Falco." Slippy growled.

Bruce stepped forward and loaded up the syringe with a small capsule-like object.

"Alright." he said. "Who wants to go first? Just a quick warning: it's gonna hurt real bad for about a second."

Fox stepped forward and held out his arm. Bruce pressed the syringe to it and pulled the trigger, forcing Fox into a pained state as he felt the capsule slip through his skin and plant itself in his arm. The pain lasted for only a second, though, and a bright light began flashing on the monitor, indicating Fox's location.

"Perfect." announced Bruce. "Who's next?"

Falco reluctantly came forward, though let out a string of curses when he was injected. Then came Krystal, but as Bruce approached her to inject her, she reached out with her mind and examined his. A genius level intellect, but a temper problem…and the temper gave way into memories of running about and smashing everything in his sight, yelling at the top of his lungs and not caring who or what got in his way just as long as he could get to the thing that made him so angry. It also gave a name. One word that quickly caught everyone's attention when she looked at Bruce and said it.

"Hulk."

Bruce looked at her, his expression not changing in the least bit though she could sense a hint of concern.

"Nick warned me that you might do that. If it makes you feel any better, I'm more in control of it that I used to be."

"...what is it like?"

"I don't like talking about it so much, but I will say that it kinda hurts...a lot.

Bruce and Krystal didn't explain their conversation to the other Star Fox members as the third injection took place, and Slippy seemed disgruntled to offer forth his arm, but Fury held out his hand.

"No need, Slippy. According to your profile, you're a bit of a basket case, so keeping you aboard the helicarrier is perhaps a better idea."  
>"Are you serious?! I took out a mob of pig-men in one fell swoop and saved these guys! Are you saying that doesn't mean anything?!"<p>

"That said, your profile also identifies you as a technical genius. I'm sure Bruce would greatly appreciate you helping in his experiments."

Bruce seemed unsure of this, but Slippy merely grumbled to himself before throwing up his arms in defeat.

"Alright. Fine. I'm not that useless, though."

"If we're going to figure out what these 'Anglars' have planned, we're going to need to take down each burrough one-by-one. We'll be sending you in pairs. Head up to the deck and we'll send you down. Fox, you and Natasha will take Brooklyn. Falco, you and Tony will take Manhattan. As for Krystal, you'll head for Queens. Your partner's already on the deck waiting for you. Let's move out, folks!"

* * *

><p>Krystal's partner was a man named Clint Barton, codenamed Hawkeye thanks to his expert marksman skills. Not with a gun, but surprisingly with a bow. Star Fox had seen a few of their comrades use bows in the battle they'd just been in, but to think that there were people of Earth still using them was a bit of a Speaking of ranged weapons.<p>

"Lombardi!" he called. "You're the marksman here. Maybe you can give these a try."

He tossed Falco two leather cuffs. Falco himself looked at the cuffs with a look of confusion before his finger grazed a small switch on one of them. In the blink of an eye, a large chrome arm cannon extended out of it, loaded up with a plasma reserve and ready to fire.

"This…is awesome!" he exclaimed before slipping the cuffs onto his wrists.

"Thought you'd like them." said Clint with a smirk.

"Don't trust him 100% with those, though." Fox called with a laugh. "Out of all of us, he's the one that loves to blow things up the most."

"I'll try to keep that in mind. Suit up, everyone. We're heading down."

He had quickly tossed everyone a parachute save for Tony who had gotten back into his suit. The suit was really a technical marvel, fitting Tony like a glove while still looking as durable as a battleship. A single thought ran through their heads as they remembered how easily he'd taken down Falco's Arwing: "I gotta get me one of those."

"So wait, we're skydiving?" Falco asked.

"We're hoping to enter the city in a subtle manner without stirring up a lot of trouble." Clint answered. "Besides, we busted your jets."

"Arwings."

"Whatever they're called. Don't tell me you're scared, Lombardi."

"Of course not. Skydiving sounds badass. I was just wondering."

Fox looked over the side of the helicarrier at the bustling city below. It was almost as large as Corneria's capital city if he could believe it, and it seemed just as lively. It was hard to believe that the Anglars had attempted to take over Corneria a few months before this had happened. Now they were trying to do the same thing to Earth. They didn't actually think it was going to work, did it? No. They had to have some sort of trump card, but what?

He groaned and pinched the bridge of his nose. This kind of business just never ended.

"I need a long vacation after this." he sighed.

His ears pricked up when he felt Krystal lay a hand on his shoulder. He looked at her and saw a sad smile on her face.

"We're just never gonna get to the wedding, are we?" she asked.

Fox smiled and felt at her cheek. All the two wanted was to settle down and maybe have a couple kids. This whole galactic hero thing was making that far more difficult than it needed to be, but it was their duty. If they didn't do it, no one else would…well, no one else except these Avenger people, but that wasn't the point and it wasn't what Fox wanted to think about.

"We'll get there. I promise. Even if I have to give up a limb, we're gonna get married. Besides, even if we don't, it's not like we're forbidden to stay in love. All marriage really does is make us both give the same tax payment…and you don't pay taxes, anyway."

Krystal laughed. He certainly knew how to cheer her up.

"Yeah. You're right…but for now, duty calls, right?"

"Don't worry. We'll get this done and get home soon. You come back in one piece, okay?"

"Look who's talking, fly boy."

They shared a laugh and one quick hug before they all took their spots lined up on the wide diving board.

"Wish we could stop and admire the scenery." Falco laughed. "No offense, but it really looks like you guys haven't done much in terms of environmental care."  
>"Gets better at night." Tony responded. "Especially where the two of us are headed. You all ready?"<p>

The three nodded and looked down over the edge. It was a wonder they didn't get vertigo right then and there with how high they were. They could still hear the hustle and bustle of the city from there, but it still seemed far too overwhelming. The weirdest part was that they were mercenaries who specialized in aerial combat, so why did this feel so much different?

The answer became apparent as the six leaped over the side and delved to the ground, getting into their respective pairs and splitting off to their assigned areas of the city. This wasn't Corneria. This was Earth, and despite how the two planets would establish formal relations in less than half a decade if memory served, they handled things differently here.

* * *

><p><em><strong>I'm going to try to work on this story and Sunfall at the same time in set intervals, so I'll publish one or two or however many chapters I have ready for this story and then another amount for Sunfall afterward. Sunfall's just been kind of sitting there on hold ever since I released it, and since this story isn't directly related to it, I can work on both without having to worry about spoiling the continuity.<strong>_

_**And let me answer a quick question that you may or may not have: why didn't I put this in the crossover section? Simple: most people wouldn't be able to find it since it would be in a separate crossover section rather than both the Star Fox and Avengers sections. Anyway, I hope you'll stick around for the next little while and I hope you can find some form of entertainment in this story. Until next time.**_

**SOUNDTRACK SO FAR (yep)**

_**Briefing-** _The Avengers theme


	2. Eight-Legged Supers

CHAPTER TWO

**Eight-Legged Supers**

"WOOOOOHOOHOOOOOO!" Falco cheered as he let the wind shoot through his feathers. "YEAH, BABY! THIS IS WHAT I LIVE FOR!"

"Glad you're having fun." Iron Man laughed as he pulled up beside him. "We have a resident hero who got just like that when he started out."

"Really? Huh. Hope we get to meet him."

"Looks like we might get that opportunity sooner than we think. We've got trouble."

"What? Anglars?"

"Nope. Doc Ock."

"Oh….what?"

Falco directed his attention toward a bespectacled man in a trench coat climbing out the shattered window of the building closest to them with perhaps the strangest thing anyone could have used to do so: four mechanical arms jutting from his back. He was moving at a surprisingly fast rate and didn't seem to notice the two of them until he had used his mechanical arms to launch himself off the side of a building and onto the top of another smaller one.

"Sheesh, and I thought you were overcompensating with your suit!" scoffed Falco.  
>"That's not the word I would use, but fair enough…looks like he's stealing something, too.<p>

The second he saw Falco and Iron Man veering down toward him, Doctor Octopus set off across the rooftops as fast as he could. After he'd put this much effort in stealing the piece of technology he had tucked under his arm, he wasn't about to have it taken from him. Not by S.H.I.E.L.D., not by an Avenger, not by an anthropomorphic bird.

"We've got a runner!" said Iron Man. "Ready to land, Lombardi?"

"As I'll ever be, Stark!" Falco shouted back. "Let's get this guy!"

Iron Man veered upward and straightened himself out while Falco deployed his parachute and steadily drifted to the nearest rooftop. The second he landed, he severed the chute and sped off, vaulting himself over gaps between the rooftops and over anything standing between him and his target. He was itching for a fight and some guy with metal arms stuck to his back seemed like a decent opponent if a very odd one.

"Freeze, loser!" he shouted, activating one arm cannon and firing a single shot after setting it to stun.

He missed by a few inches, prompting Doctor Octopus to turn his head.

"And I thought one sharp-tongued animal was enough!" the good doctor growled to himself, aiming one of his free arms and engaging a stream of laser fire. Falco ducked and rolled under the streams while Iron Man pulled up just above him.

"Sheesh, this is new." the metal-garbed playboy muttered. "Guess he's taken a few cues from…well…me!"

Iron Man fired several blasts, missing each time as Doctor Octopus vaulted himself out of the way and then propelled himself onto the side of another tall building. Once again marvelled at how quick he was, Falco began vaulting himself up from windowsill to windowsill in hot pursuit with Iron Man not far behind.

"This guy just doesn't quit!' Falco hollered. "What's that junk he's got, anyhow?!"

"I don't know, but if he has to resort to stealing it from Reed Richards' lab, it's gotta be something important." said Iron Man. "Don't lag behind!"

"Not planning on it!"

They kept moving fast until they reached the top of the building, but then there arose a problem.

"Dammit, did he get away already?!"

The two didn't need to look far as the end of one of Doctor Octopus' arms shot up over the side of the building, striking Falco in the chest and sending him sliding a little ways backwards. The doctor himself flared his nostrils as he climbed onto the roof and shifted the technology about.

"I don't have time for you or your avian companion, Stark!" he shouted. "Leave me be this instant!"

"Sure." said Iron Man. "As soon as you tell me what you were doing running in the halls without a pass. That's a bad boy, Otto. Off to the principal's office."

"Oh, very mature, tin man! Fine! If you'd like a fight, I'll give you one!"

Falco smirked and activated his second arm cannon.

"Alright! It's go-time, boy!

Halfway across the city at Midtown High School in Queens, a brown-haired boy in study hall continued to take down notes from the textbook in front of him at lightning speed while he listened to the radio planted next to him. Any normal high school student using a radio like his would just use it to listen to music and slack off, but not this one. This particular radio was tapped into the NYPD's radio frequencies so the boy could hear anything any cop was announcing over the radio, and what a perfect time to do so. He caught "Manhattan" and "four robotic arms", immediately recognizing the tiniest description of Doctor Octopus and turning up the volume.

"….this is Unit 32. We've got a…a man with four robotic arms exiting the Baxter Building. Repeat, man with four robotic arms climbing Baxter. There's also…oh, for goodness sake, there's like a walking bird chasing after him or something…no, Dispatch, I have not been inhaling any substances."

The boy raised an eyebrow at "talking bird", but that was the least of his worries at the moment. He knew he had to get down there and take care of the problem, but he couldn't be late for his next class. Of course, that worry was wiped away when he looked up at the clock and saw that he had a little over thirty minutes left of study hall. He smiled.

"Yeah, I've got time."

He got up and left the room, quickly running down the hallway to his locker and dialing in the combination. He checked the hallways to make sure no one was watching, then removed the mask from the locker and started taking off his clothes.

"Peter!"

Peter jumped at the mention of his name and turned, but breathed a sigh of relief at the red-headed dame staring at him with her hands on her hips.

"Doc Ock's causing some trouble in Manhattan. I gotta get to it."

"Don't you have to study for an exam or something?"

"C'mon, MJ. What's more important than keeping good folks safe?"

"You not getting grounded and getting any planned dates for this week and the next cancelled."

Peter smirked and rolled his eyes. And to think other students thought he and Mary Jane Watson didn't work as a couple.

"Don't worry. I'll be back in a flash. Besides, the S.H.I.E.L.D. helicarrier's floating over the city again, so I bet Iron Man or whoever is already on it."

"So why do you have to handle it?"  
>"Because I don't count on them keeping the place clean and neither do a lot of people…though better him than the so-called 'Guardians of the Galaxy', right?"<p>

Mary Jane smiled. Once Peter had his mind set on stopping criminals, there was nothing she could do to stop him. Oddly enough, that kind of stubborn attitude just got her more into him.

"Alright. Go get 'em, tiger. Just don't take too long, okay?"

"You got it. Back in a flash."

Peter zipped forward and planted a quick kiss on her cheek before slipping on the mask. Now fully garbed, he went leaping out of the window, forming the appropriate gesture with his hands and launching a thick web-like stream from the shooters on his wrists. Finding his rhythm in swinging, he proceeded to the bridge to Manhattan as fast as he could.

Back in Manhattan, Iron Man and Falco weren't exactly faring well against their eight-legged opponent as he continued to fire beams from the ends of his arms. The arms themselves swung about whenever Falco or his iron-clad ally came close enough, both of them forced to get out of the way and rethink their tactics.

Well, someone else likely would have thought of different tactics, but this is Falco Lombardi and Tony Stark we're talking about here. They'd charge Doc Ock until the cows came home, but at least Iron Man had the thought to finally try something new.

"Convert power to chest piece!" he shouted.

A buildup of energy in his chest piece, and seconds later a strong beam firing from it plowing into Doctor Octopus at full speed, sending him tumbling over the side of the building and slamming his back on a car below.

"Oh, dammit!" Iron Man said. "He led us to Times Square!"

"What's wrong with that…dare I ask?"

"Take a look!"

Once Falco looked, he regretted asking. The square was filled with innocent civilians, some of whom ran away the second Doctor Octopus touched down. He had already recovered once Falco and Iron Man had jumped down after him, angrily seizing an empty car and tossing it headlong at them. They strafed outward, the car smashing through the window of a nearby building.

"We better take him down quick before he tears the whole square up." said Iron Man.

"Gotcha." said Falco. "But easier said than done. It's just those Goddamned robot arms getting in the way!"

Said Goddamned robot arms started swinging, one striking Iron Man and setting him hurtling a little ways away while Falco maneuvered through them and fired his arm cannons again and again, using them as guards whenever the doctor swung at him. Doctor Octopus himself was actually fairly fascinated by his opponent. It was fairly obvious where he had gotten those arm cannons from, and this hadn't been the first time he'd seen something as strange as a talking bird.

"So tell me, doc!" Falco shouted as he continued to flip all about with the arms still lashing out at him. "What's with the big do-hickey you got there?"  
>"Nothing that concerns you, bird!"<p>

"Apparently it does! You're still tryin' to kill me just 'cause I wanna know what it is!"

"Oh, shut up!"

One arm finally made contact, knocking all the wind out of Falco while giving Iron Man enough time to swoop in and fire again. With the sound of police sirens quickly growing closer, Doctor Octopus knew he didn't have much time left to make his getaway. Then again, it wasn't really the police he was worried about. He shot his arm forward and grabbed at Iron Man's torso, who grabbed the claw at the end just before it could clamp down on him. He struggled against it and eventually managed to push it away before getting hit with another arm.

Once Falco started firing at him again, it was clear that Doctor Octopus was on his last nerve, and as soon as he saw a police car speeding toward him, his mechanical arms blasted out, seized the hood, and tossed into the air with the full intention of trapping Falco underneath. Luckily, Iron Man shoved his avian companion out of the way in time and caught the car. His knees buckled under its intense weight, but he still managed to hold it up and safely put it back down on the ground, the shaken officers getting out and training their guns on Doctor Octopus.

"Hands in the air, mac!" one of them shouted.

"Gladly!" the doctor shouted.

The higher two arms raised high and aimed, firing upon the officers who quickly dove out of the way. Falco and Iron Man reengaged him, striking and firing as fast as they could. He kept thrashing his arms all about, throwing cars with innocent civilians still inside that forced Iron Man to swoop over and rescue them and even ripping a lamppost out of the ground and swinging it madly at Falco. Falco himself just barely managed to block the blows until he let his guard down at the wrong time and ended up sliding on his back across the pavement.

"Son of a bitch!" he shouted. "I've had it up to my ass with this guy!"

He wasn't the only one. Frustrated that the bird kept on coming at him, the doctor threw the lamppost at him like a javelin and then tossed another car. He miscalculated his aim by quite a bit and ended up hitting the base of a large billboard, and that was all it took to send it crashing down. To the shock of both heroes and even Doctor Octopus, there were a number of civilians underneath as it fell, and when iron Man's split second mental calculation revealed to him that he wouldn't make it there in time, that was when it suddenly stopped falling only a few feet from the people on the ground.

The crowd went silent for about one second, all of a sudden erupting into cheers at the sight of what held the billboard up: several thin yet powerful strands of some material that oddly enough heavily resembled webbing. The civilian cheered louder at the sight that came onto the numerous TV screens attached to most of the nearby buildings. Falco could see where the figure was standing, high up on probably the tallest building in the square's perimeter, and in all honesty, he didn't know why these people were cheering. The figure wore a tight red-and-blue unitard with the red parts covered in stencilled black webbing as well as a large black spider in the middle of the chest, along with two large red eyes on his mask.

"So...that's the guy you were telling me about?" he asked. "Why the hell is he wearing that?"

Falco's opinion didn't seem to matter to the civilians, all of whom continued to cheer as the figure fired a thin strand of webbing and swung down to street-level with one boy up on his father's shoulders cheering the hero's name. The rest of the crowd joined him in chanting.

"SPIDER-MAN!"

It was just as Doctor Octopus had feared. He knew that Spider-Man would catch up with him if he was intercepted, and thanks to Iron Man and Falco, that fear had come to light. He'd battled this half-arachnid youth enough to know that he wasn't going to have an easy time beating if he even beat him at all.

"Show's over, Ock!" Spider-Man shouted. "Now…uh, wow. Nice piece of tech you got there…anyway, what was I talking about? Oh, yeah. Just power down your big scary arms there and no one'll get hurt."

"Admittedly, it'll be less interesting, but that's a small price to pay." added Iron Man.

Doctor Octopus' arms flexed their claws while the doctor himself gritted his teeth.

"Unfortunately, I have something vital to be attended to. I would ask you not to get in my way, but I think I already know the answer to that."

"Hey, check it out!" Spider-Man laughed. "You actually did something smart for once! And before you hit me with however may doctorates you have, just take this into consideration: if you were really that smart, you wouldn't be a criminal, now would you?"

"Criminal this!"

"…that made no sense."

The arms swung again, Spider-Man and Falco jumping out of the way while Iron Man swerved inward and launched another repulsor blast. Using his bottom two arms, Doctor Octopus shifted away from the blast, seized an unoccupied car, and launched it headlong at Spider-Man. The web-slinger pulled himself over the car, webbing the top two arms when he landed and pulling Doctor Octopus forward into Falco's outstretched foot. The tech piece flew out of the doctor's arms, but he managed to seize it again and bat Iron Man away.

"Yo, Spidey!" Falco shouted. "You've fought this guy before?!"

"Loads of times…uh…"

"Falco."

"Falco, right. Anyhow, what about it?"

"So don't you know how to beat him?!"

"Well, if we're gonna have any chance of subduing him, we gotta do something about those arms!"

"Great. Then do it!"

"Jeez, what got up your ass, bird-brain?"

"Ah, suck it, webhead!"

Spider-Man swerved through the lasers and landed around behind the doctor, spotting just what he was looking for: a hub that wired all the arms to the doctor's back. As he made a motion for it, however, one of the arms seized his wrist.

"Not again, wall-crawler!" the doctor shouted as he dragged his opponent high into the air. "How many times do you have to get in my way?"  
>"As long as you keep this crap up, Ock. And really, it must really be humiliating to always get your ass kicked by a sixteen-year old kid!"<p>

The doctor slammed Spider-Man against the ground and tossed him away like a rag doll, and that was when Falco struck. With a quick slide as one of the arms lashed out at him again, Falco balanced himself on his hands, stuck Doctor Octopus in the jaw in his left foot, and then again in the stomach. As the doctor stumbled backward, it gave Iron Man just enough time to rush forward.

"Alright, I'm just gonna count on the two of you to know what to do next! Don't let me down!"

"Yeah, that's very reassuring!" Falco shouted. "…ah, screw it. Improvising's half the fun of this crap."

The improvising began, Iron Man hitting Doctor Octopus in the chin and launching him several feet into the air. Spider-Man and Falco took their chance and slid, firing a single strand of webbing and ripping off the panel blocking the wires, and the second they were exposed, Falco built up one powerful shot and let it fly. The shot slammed into the hub and detonated, the impact knocking the doctor higher before he fell flat on his face.

"No…" he panted as he lifted his battered face moments later. "This can't happen…not now…"

As he steadily pushed himself to up off the ground, his mechanical arms hung limp at his sides and he could do nothing as Spider-Man stepped up behind him and bound his wrists together.

"Another fine fight, Ock." the web-slinger sighed. "But as always, victory is mine…gonna have to excuse me there. I'm not good with the poetic talk. Oh, and Stark? Weird bird guy? …actually, what's your name?"

Falco rolled his eyes. This guy clearly hadn't been lying when he said he was only sixteen. He certainly acted his age.

"Falco."

"Okay, Falco it is, then. Next time, can you Avengers guys try not to make such a mess? People go to work this way, y'know."

"Let me go!" Doctor Octopus shouted, only stopping when Spider-Man shot a quick splatter of webbing over his mouth. "You don't realize what you're MMPH!"

"Sorry, Doc, but color me not interested."

As the doctor bucked about to get free, several armoured trucks came barging through the crowd and screeching to a halt, all bearing the familiar S.H.I.E.L.D. emblem and all filled with body armour-garbed agents that now exited each of the vehicles and trained their guns on Doctor Octopus.

"Right. Awesome." Spider-Man said with a quick stretch. "Now if the rest of you guys don't mind, I gotta get going. Funny thing. I kinda have a life outside of this stuff, so yeah. Poof like a ninja. I'm out."

And so he was, firing a strand of webbing and zipping away, waving to the cheering bystanders as he left though all Falco could do was stand there somewhat dumbstruck.

"Is that how he always acts?" he asked.

"Pretty much." Iron Man replied.

"Huh…I like him."

Doctor Octopus didn't fight the S.H.I.E.L.D. agents as they loaded him into the back of the vehicle, but as they did, something nagged at the back of Falco's mind. Something the doctor had said, or rather tried to say before Spider-Man had rudely interrupted him.

"Hold on a second!" he called. "Lemme talk to him!"

"Wha…?" one of the officers sputtered. "What for?"

"I need to ask him something!"

The officers each gave Falco a raised eyebrow, but stood aside and let him approach the subdued Doctor Octopus. The doctor glared at Falco, a clear sign that he had no intention of speaking with him, and this look only became more intense when Falco ripped the webbing off of his mouth.

"You do realize that hurts just as much as ripping tape off of skin, don't you?"

"What were you about to say to Spider-Man back there?"

"Nothing that concerns you, bird."

"Uh, yeah, it does. I may not be the sharpest tool in the shed, but I know when I'm being lied to. You know something about the Anglars, pal."

The doctor looked away from Falco with nothing more than a sneer, only for the peeved Lylatian to grab his face and turn him back.

"Don't think I'm not gonna get an answer out of you, you little prick! Answer me, damn it!"

"Alright, mac, that's enough." the lead agent said before pushing Falco away and shutting the back door. "Pack it up, boys! We're all done here!"

"Hey! I'm not done with him!"

"Sorry, buddy. HQ wants us to get him to the Triskelion ASAP. If you've got more questions for him, the visiting hours are ten to five."

"But…"

"We're just doing our jobs here. Can't blame us for that, right?"

Actually he could, but he didn't get the chance. They were gone long before he could stop them.

"Pretty interesting piece of tech he nabbed, though." said Iron Man as he stepped up beside Falco with said piece of tech. "Gotta have a closer look at this when we get back to the helicarrier."

"Yeah, great…"

"What are you thinking right now?"

"Ain't it obvious? I get that the Anglars aren't guys people oughta mess around with, but they'd still be a walk in the park for me and the rest of the team unless they had some help."

"And you think they've gotten it?"

"By now? Probably."

"Then we can't waste any more time. Time to go fishing."

Falco nodded and the two set off, unaware that through his binoculars, Zazan was watching them from a long distance away. He smirked. Just the whelps he had been waiting for. His companion, however, wasn't so patient.

"Alright, let's get 'em!" Zako hissed.

"No. Not yet."

"But they're right there! We can finish 'em off quick!"

"The way you fight? I don't think so. We'll retrieve the asset, and then we'll take care of them. Andross forbid they find it first."

Zazan pocketed his binoculars and turned to his second companion as he loaded up the chamber of his oversized tommy gun and cracked his knuckles a number of times. The man looked up and grunted.

"Yeah, don't you worry." he said. "You gimme a job with a good pay, I do it. No questions asked."

"I'm happy to hear that. Hammerhead, I believe you said your name was?"

* * *

><p><em><strong>Good old Doc Ock, eh? And commenting on a review I received earlier concerning the Capcom references in the first chapter, very sorry if I confused anyone. I've put a disclaimer before the chapter to help put them into context.<strong>_

**SOUNDTRACK SO FAR**

_**Briefing-** _The Avengers theme

_**Our friendly neighborhood Spider-Man-**_"I'm Spider-Man" from The Amazing Spider-Man 2


	3. Mind over Matter

CHAPTER THREE

**Mind over Matter**

A great deal of people assume that Manhattan, being New York's most metropolitan borough, is a real hellhole when it comes to crime, and they're probably right. But as bad as Manhattan could get, Krystal and Hawkeye quickly found out that Brooklyn was by far even worse.

In fact, they figured it out about five seconds after they had detached their parachutes. Once they'd landed in a filthy alley between two apartment buildings, they were swarmed by a small gang of teenagers, all of whom were dressed in baggy jeans and muscle shirts in a pathetic attempt to look tough (oddly ignoring the fact that one of the people they were attempting to mug was a talking blue vixen). A couple of them pulled out knives and the toughest-looking one demanded they turn over everything they had. It was very hard to take seriously with every single one of them looking younger than eighteen, and it seemed Hawkeye and Krystal were well aware of this.

"You got it, buster." said the former with a smirk.

The second Krystal and Hawkeye drew their weapons, the teenagers got cold feet and ran off.

"Overtly confident but at least smart enough to know when to run." Krystal sighed. "Why are there so many kids like them on this planet? You wanna actually look tough? Join the bloody army."

"You're gonna have to get used to that. Climbing the social ladder is all a lot of these kids care about."

"Speaking of climbing."

She pointed upward just as a swift figure leaped across the gap between rooftops, and without a second thought, they scrambled up the closest fire escape after it. He was a fair distance from them now, but Krystal could recognize the figure from one of the mugshots they'd seen earlier.

"Hold it right there, Zoldge!" she shouted.

The squid came to a halt and turned to the two as they approached, his beak curling into a smile.

"Well, well, if it isn't the blueberry bitch herself." he growled. "Who's your friend? Robin Hood?"

"Funny." Hawkeye spat as he drew back the string of his loaded bow. "You wanna maybe make this easier for us and just tell us what you and your gang of freaks are up to before things get ugly?"

Zoldge sneered at Hawkeye before zeroing in on Krystal again.

"I'm honestly more interested in what you and your band of misfits are doing here." he asked.

"Never mind what I'm doing here." Krystal said. "How in the world are you still alive? Didn't Fox and Falco kill you?"

"Hm? …oh, that little skirmish on Solar. Yeah…why don't we just forget that happened?"

Hawkeye rolled his eyes.

"Oh, real creative way of dodging the bullet there."

The exchange continued, but as it did, Krystal received a familiar tingling sensation in the back of her head. She felt it often in her line of work, and every time it happened, it always meant the same thing. It was foreshadowing…and it was coming in hot!

"Barton, get down!"

Hawkeye didn't need her to explain. He reflexively ducked just as a slender figure barely missed kicking the back of his head. The figure came skidding to a halt net to Zoldge, who lightly clicked his tongue.

"Rats. Almost had him there."

"Ain't my fault the furry girl has telepathy, too."

The girl before Krystal and Hawkeye looked like any other street thug what with her leather jacket and torn jeans, but what really caught their attention were her eyes. They were sunken back into her skull, giving the impression that she hadn't slept for days if at all, and her irises slowly faded into different colours every few seconds or so. Most importantly was what Krystal could feel combined with what the girl had said.

"Yes, as you can see, we've made our fair share of friends here, as well." Zoldge said with a smirk. "I'd like you two to meet Psyrin."

"Yeah, yeah, that's great." said Hawkeye. "Good to meet you, miss THINK FAST!"

The arrow landed directly in front of their opponents, detonating and obscuring their vision while Hawkeye and Krystal moved in. Psyrin was one step ahead of them as she pressed her fingers to her temples. In that instant, a loud ringing went through their ears, wracking their brains and forcing them to their knees. Through the still-drifting smoke, Krystal could make out a shadow coming fast, and she was just barely able to get herself to her feet and block as Psyrin made a roundhouse kick at her head.

"Quite a fast little fox, aren't you?"

"Looks who's talking about being little."

They traded blows, Psyrin punching while keeping up the same mental pressure as before and Krystal stabbing and firing with her staff as quickly as she could. She knew first-hand now that humans were very capable when it came to melee combat, but this was a grade above the kind of humans she'd fought before. Psyrin (though judging from it being a very strange title, she could easily assume that wasn't her real name) seemed oddly content in toying with Krystal's mind, sending shrieks and moans of all sorts into her subconscious.

"You're a real sadistic thing, you know that?" Krystal growled.

"I try. Oh, and real cute trying to leak into my mind and figure stuff out about me."

"I do like to think that people don't just turn evil for no reason.

"I don't like people sticking their nose where it doesn't belong, but lo and behold. You did it twice."

They kept taking swings at each other, sometimes hitting each other but most of the time not as they telekinetically repulsed each other's fists and feet. Once Krystal finally managed to stumble Psyrin long enough to whip her staff out and slam one end into the roof under their feet (hoping that anyone who was inside the building wouldn't get too freaked out). Psyrin toppled over, and as Krystal stepped toward, catching Hawkeye with his bow around Zoldge's neck out of the corner of her eye.

"Nice work." She called.

"He put up a half-decent fight for a minute." said Hawkeye. "Now how about you two tell us exactly what you're doing here?"

Neither one answered. Psyrin started trying to push herself to her feet, but Krystal wouldn't have that. She planted her foot on Psyrin's stomach and kept her pinned lightly to the ground.

"I don't want to have to get rough with you, Mikaela Durden." The vixen said sternly.

"How cute." Psyrin spat. "You know my name now. And about the getting rough thing, you kind of are already."

"Answer Barton's question. What are you planning here? In fact, what are you doing hanging around scum like Zoldge?"

The only answer Krystal got was a very creepy smile that admittedly looked like something out of a slasher movie and was starting to greatly unnerve her.

"What's so funny?"

"Tell me, Krystal. What do you fear the most? Or maybe I should ask who."

"That's none of your business."

"It is now. Kursed, huh? Pretty interesting name. Sounds like someone was a pretty naughty little thing herself a little while back. You hear that? That's the hypocrite alarm on full blast."

"You…you wouldn't!"

"I would. And I did."

All Krystal heard before she turned around was strained and even furious breathing. She didn't let her foot off of Psyrin as she wheeled her head around, but the sight was enough to make her want to run away like a scared child if anything. There stood none other than the very thing she had ripped out of her not so long ago, glaring at her maniacally and stalking forward like the deranged psychopath she was.

"No, no, no, what's she doing here?!" Krystal began to panic.

Kursed began to heave, her bloody eyes stretching wide open and her mouth curling into a toothy and disturbing grin.

"Hellooooooooooooo, Krystaaaaaaaaaaaaal…"

Psyrin began to snicker as Krystal finally started to back away from the apparition, and Hawkeye locked his vison onto his panic-stricken companion. He couldn't see what Krystal was seeing. He just saw her starting to have a fit while Psyrin stood there laughing at her.

"Krystal, snap out of it!" he yelled, regretting it when he caught Psyrin's attention.

"Oh, you want some, too?"

"You little…"

He made the mistake of taking his bow off of Zoldge and aiming it at Psyrin, but just as he was about to fire, his squid-like opponent slammed his fist against the back of his head.

"Next time, look behind you, sucker." Zoldge chuckled. "You get it? 'Cause…I'm a squid? Tentacles? Sucker?"

"Yeah. Hilarious." Psyrin scoffed.

Meanwhile, Krystal had backed against a wall with nowhere to run as Kursed kept coming toward her. All her sense were overloading. Her vision was obscured with bright and near vomit-inducing colors. All she could hear was the sound of her own heart and breathing getting louder and louder as she flew further into a panic, and in the midst of all this, the monster finally spoke again.

"You abandoned me…you lied to me. It's all your fault…"

"Get away from me!"

"You can't hide from me…I'm gonna rip you apart, dear sister."

Kursed's touch sent shivers through Krystal's body, and her clutch as her hands closed around her neck brought her into a world of agony. It burned. Oh, God, it burned. She couldn't breathe. She couldn't see as the colors finally blinded her to everything except her insane excuse for a sister.

It hurt. It hurt all over, and Psyrin was still laughing. Krystal wanted to scream. She couldn't. Her vision started to fade out, everything started to go silent, and…

Her eyes snapped open and she looked around in a panic.

She had blacked out for something like half a minute, finding herself lying on her back staring up at the sky. She let her heartbeat drop back to normal and slowed her breathing, surprising herself as she calmed down rather quickly. She never thought something like that would frighten her so much, but she was even more shocked that someone could be so sadistic as to use their opponent's fears against them.

Then again, she couldn't exactly get off scot-free for that, either. She'd done the same thing at one point. In all honesty, she felt more pity for Psyrin than anger, but the anger flared up pretty quickly when she got to her feet and realized that she was all alone. Psyrin and Zoldge must have fled once she'd fallen unconscious, making it a surprise they hadn't taken her away, but a sinking feeling came over her upon further observation. Not alone were Zoldge and Psyrin gone, but so was Hawkeye.

"Oh, no, this isn't good." she muttered to herself as she raised her wrist communicator to her mouth. "Fox! Falco! We've been ambushed! They got Barton!"

No answer. The communicator was critically damaged.

"Damn…"

She groaned to herself before she proceeded back down the nearby fire escape into the alleys. Maybe she could head over to Manhattan or Queens and find Fox or Falco that way. Either way, they needed to get Hawkeye back before anything else happened…like that strange droning sound. What was that?

She quickly found out as a monster of a robot slammed its feet against the street. She reflexively ducked into the shadows and stared out at it, understanding the plight of the locals as they screamed and ran in terror. It was about thirty feet in height with a violet helmet and hands, a blue body, and glowing red eyes. Stenciled onto its right shoulder was "Sentinel #303".

"Coordinates for Subject #201 confirmed." it said in a booming and monotone voice. "Scanning perimeter."

It began stalking about the area, every step sending light booms echoing throughout the air. Krystal could hardly believe that such a thing had been invented by human hands, and that was ignoring the implication that there were hundreds of them. But what in the world was it doing here?

Krystal had moved no more than an inch before the Sentinel suddenly turned its head in her direction and focused its laser eyes on her. It analyzed her appearance and monitored her heartbeat and brain waves, eventually settling on one conclusion.

"Mutant detected. Currently uncatalogued subject. Applying designation. Subject #202."

"Whoa, hold on a second!" she shouted up at the robot as though it cared what she thought of it.

The Sentinel raised its hand, revealing a steadily building halo of energy in its palm.

"Change priority. Eliminate immediately."

The word "eliminate" was all Krystal needed to hear to know that this thing wasn't her friend, but what was this about her being a "mutant"? She'd figure that out later. For now, she had to run. Fast. She ran out of the alley, rolling forward just as the Sentinel launched a powerful blast that scattered everything around it.

As she ran, it kept up with her fairly easily thanks to the long strides it took, shaking the ground so violently it was a wonder Krystal didn't go flipping head-over-heels. Every car veered away from the massive Sentinel as it chased its nimble azure target, and every bystander looked on in shock from both there being a running humanoid fox and a giant robot chasing after it.

Krystal herself began to feel her lungs start to heave as she picked up the pace, popping off several blasts of fire at her pursuer. They simply bounced off and the Sentinel kept running, firing whatever it could at her.

"Alright, that's it!" the vixen growled. "No more Miss Nice Kit!"

She stretched out her hand, tearing a nearby lamppost out of the ground and launching it toward the Sentinel like a missile. The iron pole stuck into the robot's shoulder and it let out a few sparks as it came to a stop. It repeatedly grabbed at the pole until it pulled it free and dropped it uselessly onto the ground, dismaying itself when it realized that few seconds was all Krystal needed to escape.

She finally slowed to a stop in the small nearby forest, slumping over to take in several well-deserved breaths. It intrigued her that there would be a forest of such a fair size here, but she had seen Manhattan's Central Park on the way over, so it wasn't too surprising. At least she could finally take a break and try to figure out what was going on.

That was what she hoped, but the sound in the trees convinced her otherwise. At the sudden rustling, she jumped slightly and whipped out her staff before scanning the area for any signs of movement.

"Who's there?!" she shouted.

The rustling continued until she sensed a shape directly behind her. She spun around with her teeth gritted and her brow furrowed, discovering a silhouetted human shape looking down at her with its hand clenched on a branch for balance. He was certainly intimidating, but her sense told her that he wasn't a threat to her. Not unless she did something that would provoke him, at least.

"No way you're sight-seein' if you're that outta breath." he said in a gruff voice.

"No…I…"

She didn't have to say a thing when the Sentinel plowed through the trees and swung its fists at Krystal, forcing her to plant her staff into the ground and generate a translucent barrier that just barely shielded her. She slumped to her knees in an instant. Even if she hadn't been hurt, the force of the blow was enough to make her feel like she had just gotten hit by a train.

"Dammit, this thing just won't let up on me!" she growled.

"That's how they're built." answered the man. "No big deal. Every one's as useless as the next."

Before the Sentinel could make another attack, the man jumped out of the shadows between it and Krystal, finall letting her get a good look at him. His appearance was rather simple, but definitely convinced her that he was far more animalistic than most. For clothing, he wore torn jeans and a dirty white muscle shirt that showed off his muscular and very hairy arms. Speaking of hair, his was slicked back and trailed down into considerable sideburns along his face. Most important was the savage look on his face as he glared at the Sentinel.

"You picked the wrong day, bub."

The Sentinel focused on this new figure standing before it, recognizing him in an instant. No Sentinel felt fear, but they were all installed with profiles of mutants that were notorious for destroying their brethren. One that could manipulate ice, one who could change her appearance at will, and especially one who had control over metal, but this one was perhaps the most notorious.

"New target: subject #1. High priority. Eliminate at all costs."

Krystal could see the man sneer and sink into a stance, spreading his arms and clenching his fists. Then came the biggest surprise. In addition to showing off his impressive physique, clenching his fists brought out a set of long metal claws between his knuckles.

"Eliminate at all costs." Wolverine repeated. "Ya don't say?"

The Sentinel fired, Wolverine and Krystal both leaping out of the way before the former moved in. He rolled past the giant robot's sweeping fist and slashed its ankle, leaving several sizable and savage tears in its metal hull. The Sentinel stumbled slightly and moved to swat Wolverine away, giving Krystal the opening she needed. Kicking off of the closest tree, she launched herself high into the air and stabbed into the back of the robot's neck.

This proved far more hazardous than Krystal would have hoped. The Sentinel began to buck and shake wildly as it tried to get her off of it, going so far as to make several grabs at her. She wrenched her staff free, slid down the Sentinel's slanted back, ripped open a panel on its thigh, and let loose with a quick blast of fire. The Sentinel's leg crippled and it dropped onto one knee, giving Wolverine just enough time to take a flying leap and bury his claws into the giant robot's face.

"Good moves!" he called to Krystal. "Keep backin' me up, though! These suckers could have a go all night if they wanted to!"

Krystal nodded, rolling away as the Sentinel began wildly firing eyebeams. Wolverine heaved his way up onto the robot's head and slammed his claws into the back of its neck. He demonstrated his phenomenal strength yet again as he manipulated the Sentinel's movements until it was in a vulnerable state. It made a horribly misplaced blast that Krystal seized telekinetically, and taking a moment to infuse it with her own internal energy, she returned it to sender.

"Bulls-eye!" she cheered.

Certainly, but her satisfaction was short-lived. As the Sentinel flailed wildly out of control, its foot shot up and slam into her. She had no time to conjure a barrier this time and was hit the full force of the attack, sent tumbling backward until she inevitably came to a sudden stop as she plowed into a nearby tree. The trauma was too much for her this time. When her head collided with the solid trunk, she felt her brain bang against her skull and almost immediately started to slip into unconsciousness as the dizziness took its toll on her. She was able to stay awake just long enough to see Wolverine slam his claws through the Sentinel's neck and keep pushing until the head fell clean off, the rest of the body coming down along with it and shaking the ground like an earthquake.

The last thing Krystal saw before she blacked out was Wolverine jogging toward her.

* * *

><p><em><strong>You knew we had to get the X-Men involved here, or at the very least Wolverine. And no, to my everlasting shame, I haven't seen X-Men: Days of Future Past. Hell, out of the now seven X-Men movies, I've only seen three the whole way through. Why? No idea.<strong>_

_**Oh, and this is unrelated, but I recently got Hyrule Warriors, and I've gotta say it's a blast. If you have a Wii U and are a fan of either Zelda or Dynasty Warriors (or better yet, both), you've gotta give it a try.**_

**SOUNDTRACK SO FAR**

_**Briefing-** _The Avengers theme

_**Our friendly neighborhood Spider-Man-**_"I'm Spider-Man" from The Amazing Spider-Man 2

**_Krystal and Wolverine versus Sentinel-_**Theme from the 90s X-Men animated series


	4. Joint Project

CHAPTER FOUR

**Joint Project**

Out of all of New York's boroughs, Queens seemed the most homely to Fox. That's not to say he didn't enjoy the high-rises of Corneria's capital city like he did with Manhattan, but he always preferred the more suburban places like this. There were a lot of row houses and apartment buildings, but there were plenty of evenly distributed and modest two-story houses as well.

The bottom line was that Queens just looked like a nice place to live, but neither Fox nor Natasha were there to admire the scenery, and they found their target within minutes when they looked over the roof of the parking garage they had landed on. In the alley below were a group of thugs clad in muscle shirts, one of them holding a crow bar that he used to snap the chained lock off of the door in front of them.

"Now what do we have here?" Natasha muttered.

"What about it?" Fox asked. "Looks like any ordinary break-in to me."

"It would be if it weren't for Hammerhead."

Only then did Fox notice the large man standing off to the side, casually dragging on his cigar with a tommy gun anchored on his shoulder. The fact that he was using a tommy gun in this day and age was odd enough, and seeing his attire didn't help Fox shake the suspicion that this guy was trying a little too much to look like Al Capone, but what really caught his attention was the man's forehead. That might sound weird to you, but if you saw someone who had a Frankenstein-like forehead, you'd be raising an eyebrow, too.

"Alright, we got it!" one of the thugs said.

"Good." said Hammerhead in an accent that didn't help with the Al Capone thing. "Get that baby up an' runnin'. Zako wants us to wait for the signal before we go anywhere."

"Got it. So what about this thing we're lookin' for?"

"We'll talk about it when we get there. Just get in."

Fox and Natasha took a good look at one another as they all piled in through the door and nodded, the former about to proceed down toward them before the latter blocked him.

"Let's wait here for a little while." Natasha said. "We don't want to risk Hammerhead filling us full of holes."

"Got it." Fox agreed after a moment of consideration. "I'd kinda like to see what it is they're looking for, anyway…but seriously, who uses a tommy gun in this day and age?"

A large transports truck pulled out of the building and remained parked where the thugs were sure no one would see it. With that, they piled back inside, Natasha and Fox waiting patiently for them to come back out and head off to their destination. Several hours later, though, the truck still hadn't moved and Fox was practically half-asleep when the sound of Natasha's voice jolted him awake.

"I'm back."

"Whazzaa….huh? Where'd you go?"

"I told you. I went to get something to eat. Here."

She handed him a hot dog that he immediately took a huge bite out of. He hadn't realized just how hungry he was until he caught its scent and started chewing away on it. He hadn't had a lot of Earth's food so far even though he assumed correctly that it was very similar if not identical to Corneria's, but even he had to admit he hadn't tasted something this good in a long time.

"Woo-wee!" he said. "My compliments to the chef!"

"I would have given them but he was giving me enough weird looks for my getup, so I think mentioning that the other one was for a six-foot tall talking fox wouldn't have been a good idea."

"You're…probably right."

"So have they moved at all?"

"Nope. Not an inch. Not gonna lie: I'm gettin' REALLY bored."

As much as she hated to admit it, Natasha too felt this was far more boring than it was worth, and she was a professional spy. This was her job. She was the queen of waiting around in the shadows for things to happen, so why was waiting for a couple of thugs so boring? Maybe because she knew that none of them except Hammerhead would be any sort of threat. Oh well. She had some form of entertainment in the meantime.

"So tell me a little bit about yourself, Fox."

Fox wiped his mouth and looked over at her with a raised eyebrow.

"Like what? Didn't Fury have a ton of information about me in the file of his?"

"Not everything. Even if he did, I kinda want to hear it for myself."

"Oooookay, why?"

"I like to know who I'm risking life and limb with and if they have the intention of killing me in the future."

"Way to show perfect trust in your companion."

"Sorry. Can't ever be too careful. And don't worry. I'm not trying to flirt with you or anything. I don't flirt with anybody."

"Not even Barton?"

"No. What gave you that idea?"

"Come on, I saw you looking at him."

Natasha smirked. He was observant. She could give him that much. Fox shared the smirk, but nonetheless gave her the answer she was looking for. They had time to kill so why not kill it getting to know each other?

"I was born on the planet Papetoon like Fury said. I'm an only child, my mom and dad were both killed by a man named Andross when I was eighteen, and I shot him down in cold blood for it."

"Sore spot?"

"Not really. I'm thirty now. I've gotten over it."

"I see. When did you snatch up Krystal?"

"I don't know if 'snatched up' is appropriate, but we met something like four years ago after I saved her on the planet Sauria, and we've had our ups and downs, but things couldn't be better now. Anyhow, what about you?"

Natasha blew a puff of air out of the corner of her mouth and thought of something she could tell Fox without coming across as boring. There were a ton and a half of things she didn't want anyone to know about her, and that unfortunately limited her to just talking about uninteresting things that people already knew.

"Well, I was born in Russia, I've been with the Avengers for a pretty long time, and you'll almost always see me working alongside someone whether it's Clint or Fury or Steve."

"Steve who?"

"Steve Rogers."

The look that came over Fox's face was like he had just gotten a gift from God.

"Wait a minute. Steve Rogers?! Captain America?! With the shield and everything?!"

"You know him?"

"Know him?! I did a report on him for my History class when I was like twelve! That guy's legendary even in Lylat!"

Natasha laughed. It seemed everyone praised Captain America the most out of every famous American superhero thanks to his status as the first successful attempt at creating a human super soldier. That, and he was responsible for taking down the organization Hydra several times throughout his career. A true hero in every sense of the word. No wonder Fox looked up to him.

"Tell you what." she said. "If I can get in contact with him, I'll send him your way."

"Would you?! Thanks!"

"No problem. So what about Lylat? Do we need to worry about you guys trying to take us over?"

"No. Why do you ask?"

"Don't get me wrong. You and the rest of Star Fox obviously aren't here to take us over, but like I said: you can't be too careful."

Fox shrugged. It was understandable. Human beings had speculated on the possibility of life beyond Earth for ages now, and a great deal of them were worried that whatever life was out there would attempt to eliminate them. In Fox's time, it would be silly to think such a thing, but it wasn't that farfetched thirty years in the past.

"There's really nothing for you to worry about." he said. "In about five-ish years, Earth and Corneria will establish formal relations. Trade, interracial marriage, the whole deal. And we did all that without going to war, I should add. Kinda surprising, really."

"Why's that?"

"Corneria kinda has a really nasty history of going to war about every five years or so. You can't walk two feet in the capital city without hearing a report about terrorist threats or something."

"Sounds shockingly similar to most of America if you ask me.

It was Fox's turn to laugh even though it was definitely true. All their joking and story-telling aside, he felt a little bit at home. Not as much as he felt in his actual home, of course, but he was among friends. He couldn't wait to go home, but at least he didn't feel as homesick.

The sentimental feelings reached their end when Hammerhead exited the building and beckoned for all the thugs to pile into the car. Natasha narrowed her eyes as the truck pulled out of the alley and started off down the road, pinpointing the direction they seemed to be going and spotting her and Fox's mode of transportation below.

"Looks like they're headed for the Queensboro Bridge. Let's get moving."

Neither Hammerhead nor any of his thugs were aware of Natasha or Fox as they tailed them all the way to the massive bridge connecting Queens and Manhattan. Civilian were already fleeing the bridge as several aquatic beasts fired into the air and hollered at the top of their lungs.

"Alright, everybody outta here!" one of the Anglar soldiers yelled. "We own this joint now!"

"Beat it before we pump you all full a' lead!" bellowed another.

Fox and Natasha scaled the bridge's nearest tower and kept out of sight within the network of criss-crossing beams as a familiar Anglar stepped out with a miniguns that he started revving up, firing like a madman at all of the cars that got a little too close and laughing as he did so.

"Yeah, boy!" Zako yelled. "You messin' with me?! I'll chew ya up an' spit ya out?!"

"Jeez, what's his problem?" Natasha muttered.

Fox scoffed at the maniacal shark-man below. Of all the Anglar generals, Zako had to be the most mentally unstable. It seemed the very thought of violence got him going, and Fox was fairly certain he'd be sent straight to the CFE on Kew if he was ever successfully arrested.

"Alright, I think we get the idea." Hammerhead said to his aquatic companion as he hopped out of the truck. "You gonna keep your end of the bargain or am I gonna hafta ice every last one a' ya?"

"Ye'll get yer payment when we find the pickup, understood?" Zako growled. "And let's not forget who's got the bigger gun here."

Fox smirked.

"Doesn't look like they've made the best of friends, huh?"

With the bridge fully evacuated and a series of cars forming barriers around the thugs and Anglar soldiers, they dug out two massive nets and cast them over the side. As Fox and Natasha wondered what in the world this could possibly be for, some of the thugs started grumbling to themselves below.

"God, these things are heavy." said one. "This better be worth it."

"It should be." said another. "But seriously, what're we even doing takin' orders from a fish?"

The two ceased talking when Hammerhead, still puffing lightly on his cigar, walked up to them with an eyebrow raised.

"They payin' ya to ask questions now?" he said in a soft but menacing voice.

"N-no, Hammerhead."

Hammerhead sneered. For as tough as these thugs acted, you only needed to be a little intimidating to prove that they were just a bunch of kids trying to look cool. Boy, did Hammerhead hate people like that, but it did at least provide some well-needed cannon fodder.

"Then shut up and keep lookin'."

"Do you even know what we're lookin' for here?"

"Zazan's sayin' it's just some weird-lookin' rock, so just keep your eyes peeled for anything suspicious when ya pull the nets up."

"Yeah, great. A freakin' rock in a river. That oughta be easy to find…"

"Say somethin'?"

"No, boss."

The goons went back to work, and Natasha and Fox steadily lowered themselves further and further, splitting off in different directions to attempt to subdue Hammerhead and Zako respectively. Zako's malevolent eyes roamed about as his trigger finger got a little twitchy, and Hammerhead continued puffing on his cigar, shifting his tommy gun around a little bit on his shoulder.

"And along came a spider." he muttered to himself.

It was then that Natasha realized he had shifted his gun around just enough that the barrel was aimed right at her.

"Oh, you've gotta be kidding me."

She launched herself forward as Hammerhead opened fire, landing in front of him with her handgun drawn. Zako reflexively trained his miniguns on, only for Fox to footstool off of his head and jump to Natasha's aid.

"I was really hoping I wouldn't run into you again." Fox spat as he drew his own gun.

"Right back at ya, McCloud…" Zako hissed, starting to rev up his miniguns again. "We don't got time for you or yer lady friend! Beat it before we blast you full a' holes!"

"Why bother saying that, anyhow? You know we're not going anywhere."

Hammerhead snickered and dropped his spent cigar on the asphalt, crunching it under his shoe and giving his neck a good crack.

"Just what I was hopin' for." he said as he trained his gun on Fox. "Ya lookin' for a fight, Foxy Brown? I'll give ya one. Let's have a go, boys!"

The goons charged Fox and Natasha, both giving each sly grins before springing into action. The bullets flew and shots rang up, but all the thugs got were numerous kicks and punches to the jaw, stomach, face, chest, and groin.

Natasha leaped up and clamped her thighs on one thug's neck, using all her weight to bring him down and vault herself away. A series of fast kicks brought down the next one, and she hit the next goon's arm just in time to get his gun away from her and karate chop his neck. Fox meanwhile moved just as quickly, though not quite as acrobatic. He pulled off numerous high kicks and several barrages of punches, strafing around the gunfire and eventually making his way over to the still-smiling Hammerhead.

"Doesn't take much effort to take down a couple a' goons." the tommy gun-wielding rogue mocked. "Don't get too uppity yet, yeah?"

"Should I actually not get uppity?" Fox scoffed. "Or do I actually have every right to be and you just holy crap, he's fast!"

Before Fox could even finish talking, Hammerhead rushed him like a bull, moving at such an intense speed that Fox had only a few seconds to launch his foot out. It didn't help much. It certainly stopped Hammerhead from making full contact, but the amount of speed he'd built up by the time Fox landed a kick delivered so much force that it barely mattered. Fox jumped backward as a sharp pain ran through his leg, made worse when Hammerhead managed a hook to the side of his face.

"Yeah." Hammerhead chuckled. "You really shouldn't."

"Point taken…ow."

"Now that we're all softened up, let's go, pup!"

Fox didn't like that name when Wolf said it and he definitely didn't like when Hammerhead said it, but he didn't have time to dwell on anything of the sort. Hammerhead opened fire, Fox rolling under the wave of bullets and high-kicking his chin. He was shocked and disappointed by just how ineffective it was, the two emotions setting further in when Hammerhead's single punch that barely grazed him sent him into a sprawl. Irritation sprang up fairly quickly once Hammerhead started laughing.

"How the hell are you an expert mercenary?! Ya can't even get one decent hit on me!"

"Sure I can. It's cheap, but it's effective. Now spread 'em!"

It was certainly cheap since hitting below the belt gets you kicked out of karate class, but in an actual fight with someone who's a few heads higher than you, it might be worth it to go all Johnny Cage on a man's vulnerable spot. Hammerhead crumpled to his knees gasping for breath when Fox's foot connected, but kept his gun up and let loose with another round of bullets. The nimble vulpine showed off his impressive athletic skills, flipping over the bullets and shooting back at Hammerhead with a flurry of punches once the rogue had gotten to his feet.

"Alright, I kinda take back what I said." Hammerhead growled, swinging his huge fists at Fox after blocking the incoming blows. "You ain't too bad."

"I would say something positive back," replied Fox. "But I'm pretty sure it's against tradition for the good guy to compliment the bad guy."

Perhaps saying something positive would have not forced Hammerhead to start furiously firing and swatting with his fists. Fox blocked and dodged to the best of his ability while keeping his attention on Natasha as she was occupied with Zako and his own band of thugs. The spray of minigun bullets was no match for Natasha's flips and cartwheels and lightning-fast kicks. Zako was cackling like a raving psychopath until he ended up on the receiving end of Natasha's foot.

Sadly, there's a time and place for everything, and it was not the time and place for Fox to admire Natasha's athletics. Hammerhead landed another successful hit, this time getting a trickle of blood out of Fox's mouth that made a light stain on his jacket. Fox angrily wiped his mouth and kept attacking, but no strike dealt any significant damage to this hulking man. It eventually got to the point where Fox feared he didn't have the proper strength to hurt him. He knew he couldn't handle someone like that crazy warlock his team had been led against not even a day ago, but this guy didn't have that kind of mystic power or whatever. It was all brute strength, and it was starting to really overwhelm him.

Then came the kicker. Fox managed a well-placed kick to Hammerhead's stomach, only for the gun-wielding rogue to push his foot down and land one punch to his face before taking him by the shoulders.

"You messed with the wrong guy, pup." Hammerhead growled.

If concussions had a physical form, it was Hammerhead's forehead as Fox unfortunately found out when it slammed into his own. It felt like he'd just been hit by a small car as his head buzzed and he stumbled about wondering what he'd done to deserve this.

"Good God, there really is a metal plate in his head!" said his wildly-running thoughts, the only thing of his still in working order. "Seriously, why the hell would anyone do something like that? I mean, sure, it makes headbutts more effective, but…oh, God, ow!'

When the vulpine finally came to his senses and realized Hammerhead had backed him into the railing, it was already too late. The hulking man seized him by the collar and yanked him high into the air with a cocky grin.

"Man overboard."

No amount of clawing at Hammerhead's club-like hand saved Fox from being thrown over the edge. He tumbled head-over-heels through the air, panic starting to set in as he saw the admittedly filthy-looking water coming up fast. Using what little time he had left, he straightened himself out and braced himself for impact as he went head-first under the surface of the rushing Hudson River. He felt like gagging when some of the water splashed into his mouth. What in the world were people dumping in the water here?

As he started to kick against the current and make his way back to the surface, he had a great deal of the little air he had left knocked out of him when something splatted against his chest. He hadn't seen what it was, preferring to keep his attention on safety, but he certainly felt it. It wasn't even like it had drifted through the water and happened to come smacking into him. It felt like it had jumped him or something, but he didn't have the kind of time to think about river scum hitting him.

He kicked faster and faster until he pierced the ripping surface, taking in a massive breath and once again fighting the current as he began to make his way to the shore. The tides quickly took their toll on his strength as he found himself beginning to get swept away just as he was about to reach solid ground, but there came a great surprise. A long and thick stick stretched out to him, held in place by ten-year old boy on the shore looking at Fox with a mixture of curiosity and determination. Without a second thought, Fox seized the branch and the boy began to heave, stumbling slightly but otherwise standing firm until he'd successfully pulled the soaking vulpine to shore.

Fox fell on all fours, coughing up the gunk that had slipped into his mouth with the boy looking at him like he was something he'd never seen before (as was to be expected). Nevertheless, the boy offered his hand to Fox, who promptly looked up into the boy's smiling eyes and took it. As he was pulled to his feet, Fox managed his own smile.

"Thanks, buddy." he said to the boy. "I owe you one."

The boy smiled before he was pulled away by his mother, who was among the many people on the island just below the bridge staring at Fox with wonder and mild fear. Thankfully, Fox immediately saw Natasha push her way through the crowd to him. She had her fair share of bruises, but certainly looked in far better condition than him.

"Oh, thank God. I thought for sure you'd…

"What, that? Nah. I've taken way worse falls than that…but I gotta say that river is just freakin' filthy! That's not water! It's soup! It's slime soup!"

Fox scowled down at himself. Not only were his clothes soaking wet, but they were also sporadically drenched in a strange black substance. All pulling at it with his hands did was drench his hands with it, as well. How could matters get any worse? Simple: it stank. Bad.

"Jeez, what is this crap?!" he groaned.

"Ugh." Natasha scowled. "Hudson River pollution. Rich, thick, and creamy."

"Oh, God, this is just flat-out disgusting."

"Yep. Even worse is that it's probably gonna take an entire week to get it all off of your clothes. I don't know what people dump in the water in this city, but it's certainly not healthy."

"Ah, never mind. Let's just get up there and take down those…"

"Sorry, McCloud. They're long gone by now."

"You've gotta be kidding me!"

"Relax. We'll catch up to them later. Really. One's a walking shark and the other has a Frankenstein forehead. It's not like they're going to be hard to find."

He didn't have time to complain any further as a familiar duo made their way toward the two. Fox was relieved to see that Falco was alright even though it certainly looked like he'd taken a fair beating.

"Yeesh, what happened to you, man?" the falcon asked once he got a look at the sludge on Fox's clothes.

"Hudson River plus me equals no." said Fox. "Anyway, how did you guys make out?"

"Ran into some guy called Doc Ock or whatever. There was also this guy Spider-Man who really helped us out, but if you thought I could be a sarcastic bastard, you really gotta check him out. We certainly made out a lot better than Krystal did, I'm sure. She's gone off the map."

"WHAT?!"

Just the thought of Krystal getting into some sort of trouble was enough to give Fox a sudden burst of energy, but then it quickly went away when he felt Hammerhead's headbutt still lingering on him. He stumbled, forcing Iron Man to step forward and steady him.

"Easy there, rough rider." he said. "You can't overexert yourself after what just happened to you."

"Overexertion or not, I'm not leaving Krystal hanging!" Fox exclaimed, though still raising his hand to his head when he felt the sharp pain kick in again. "I've gotta help her.

Falco sighed and laid a hand on his friend's shoulder. He felt pity for Fox way too often nowadays and wasn't sure if it was good for his image, but then again, it hardly mattered considering Fox was the reason Falco hadn't wound up in jail again.

"We'll go help her." he said as he cocked his head at Iron Man and Natasha. "You gotta go back to the helicarrier and get some rest, alright?"

"But…"

"Bro, we saw. You got beaten to a pulp, smacked in the head with a metal plate, and fell into perhaps the most disgusting body of water this side of Venom."

"Lake Erie says hi."

"My point is you're tired. You need to get some shut-eye."

Fox growled to himself. A clear indication of stubbornness that Falco identified with, but he still remained resistant.

"We'll find her, Fox." he said. "C'mon. Have I ever steered you wrong?"

"Um, yeah?"

"…okay, yeah, you getting drunk that one time was my fault, but how about where it actually matters? On the job, when you need a buddy. How about then?"

Fox sighed but managed a smile. It seemed Falco always knew what to say in any given situation.

"Alright. But you three need make sure you give me a yell once you find her."

"Got it." said Natasha. "We'll call someone to give you a lift back to the helicarrier. Stay here until they show up. We'll see you later."

And thus the three were off, leaving Fox to sit and feel at his throbbing head. People kept looking at him as they passed, but otherwise made no effort to interact with him. Just as well. He wasn't in the condition to engage in any further conversations. It was just as Falco said. He was bushed and beat to hell. He knew Krystal could handle herself in a fight, but that was the consequence of being in love with her: everything she did by herself worried him.

"Please…be safe…"

Within minutes, he heard the droning of a small carrier as it proceeded down to the ground. A number of SHIELD agents piled out and brought him aboard, all of them looking at the strange black sludge on his clothes. Fox had tried several times to pull it off, but it did no good. It just kept sticking to him. Almost like it didn't want to come off.

And was it just the head trauma taking its toll on him, or was Fox starting to hear voices in his head?

* * *

><p><em><strong>Good Lord, this took way too long. Part of it was me being busy with school and work and everything, but most of it was procrastination. Sorry, guys. I have sad face. )=<strong>_

_**But anyway, Happy Halloween to everyone, including those who still regard it as a Satanic holiday. Hopefully I won't spend too long getting the next chapter out. Still a lot more ground to cover.**_

**SOUNDTRACK SO FAR**

_**Briefing-** _The Avengers theme

_**Our friendly neighborhood Spider-Man-**_"I'm Spider-Man" from The Amazing Spider-Man 2

**_Krystal and Wolverine versus Sentinel-_**Theme from the 90s X-Men animated series

_**Fox and Black Widow versus Hammerhead and Zako-** _"Corneria" from Star Fox (SSBB version)


	5. Eldritch Abomination

CHAPTER FIVE

**Eldritch Abomination**

At the end of the day, Falco firmly believed that looking for Krystal had turned out to be a big mistake, and he got that sneaking suspicion even before it happened when he saw what was waiting for them in Central Park. He made out Zazan and Octoman and small handful of grunts firing at random civilians, but what accompanied them was something that had set a milestone: it actually managed to intimidate Falco Lombardi.

"What in the hell is THAT?!" he exclaimed. "Like, seriously! It's freakin' huge!"

"He." said Natasha. "We call him the Abomination."

"…yeah, that's a real subtle name."

But suitable. He had a human face but otherwise looked anything but. Bone-like protrusions jutting from his spine and elbows combined with the numerous visible veins under the sickly greenish-yellow of this massive being served to make him look like the worst failed science experiment in history. Once he and his smaller companions spotted the three heroes approaching in the distance, he smiled, baring his sharp and yellowed teeth.

"And here comes the cavalry!" he said in a mutated and threatening voice.

Zazan sneered as Falco activated his arm cannon and pointed it at him.

"Pardon me. I thought that we'd actually get some proper competition." the fish-man spat.

"Hilarious." Falco mocked. "I was the one who blasted you down on Venom last time I checked. Let me tell ya: you drive a space fighter like a penguin flies."

"Cute, Lombardi. Very cute. So are you going to pester us with questions about what we're doing or can we…"

Abomination clearly wasn't patient enough for an answer. He charged the three like a bull, Falco and Natasha vaulting out of the way while Iron Man spread his arms out.

"Okay, so buddy wants to go at it right away. Alright! Show me what ya got!"

Abomination roared and lowered his head, preparing to slam his entire body weight against the perceived "worthless tin can". Did he make contact? Yes, just not with the intended target.

"TAURO!" Iron Man cheered as he strafed out of the way.

Abomination's outstretched shoulder slammed into the closest tree, sending a wave of dread shooting through Falco when he saw it splinter and break cleanly in half. Just how strong was this thing? Hell, what even was this thing?

"Falco, watch it!" Natasha shouted, shoving his head down just in time for him to avoid a barrage of bullet fire.

"Hey, come on!" Octoman laughed. "Party foul! The piñata's supposed to break open! And here's a question for ya, bird: why are you helpin' them out? You know humans eat birds, right?"

Falco rolled his eyes. Was he really resorting to that?

"So do other birds." he called back. "By the by, they eat fish, too. Ever hear a' caviar? That's you."

"And might I add that it's delicious, too?" Natasha said, one corner of her mouth turning up in a smirk.

The look on Octoman's face was nearly enough to make the two burst out laughing.

"…you people are sick."

"We're not the ones shooting at innocent civilians."

Their engaging conversation was interrupted when Abomination jumped at Iron Man, raising his fists high but ending up just barely missing and slamming against the ground.

"I've got the big guy!" Iron Man called as he fired his repulsors again and again the more Abomination swung at him. "You two mind taking care of our fishy friends over there?!"

"Would've done it even if you didn't ask!" said Falco. "'Cause I sure as hell ain't fightin' that thing!"

"Well, nice to know I've got friends backing me up…"

Nevertheless, Natasha and Falco made a move toward Octoman and Zazan respectively, easily knocking out the Anglar grunts on their way there. Despite Zazan being much shorter than his avian opponent, though, he put up a surprisingly good fight, blocking and dodging where necessary and even managing to get in several strong hits.

"Thought I was just a brainless morsel, eh?" Zazan spat.

"I prefer the term 'total dumbass'." Falco growled. "So you can fight okay. Whoop dee freakin' doo. So could your emperor guy. Know what happened to him?"

"Yes. Your leader committed the worst atrocity of his life."

"Bro, drinking straight vodka at nine in the morning is a bigger atrocity than blasting down your sad excuse for a leader. And yes. I've done that. Third-worst thing I ever did in my life."

"And the second and absolute worst?"

"Figuring out you exist and bothering to fight you."

They continued brawling, grappling at each other's throats and trying to vault each other over their shoulders. They punched each other in the face, chest, and stomach, each feeling as much pain as the other but neither yielding for even a moment. Even when they started to see blood, they didn't stop. Zazan wouldn't let this worthless vigilante stop his plan, and Falco wouldn't let this washed-up maniac beat him.

At least Natasha was having far better luck. To say the least, Octoman was one of the worst foot soldiers she'd ever come across. He was slow, he was uncoordinated, and the worst part? He was way WAY too cocky for his own good.

"Check me out!" he cackled. "I'm runnin' circles around ya!"

"You sure about that?"

He was up until she planted her foot in his face. Even then, he kept going at her, succeeding in taking more and more abuse every single time until she finally had him in a headlock.

"You about ready to give up?" she asked after letting out a quick sigh. "Or do I have to break your neck? I'm not above that…and are you seriously trying that?"

"That" being Octoman making a poor attempt to attack the pressure points in her leg. Either that or he was trying to cop a feel. Whatever he was doing, it was starting to irritate her. She tightened her grip, and he started to thrash about, still smacking at her leg.

"Let go a' me, you crazy bitch!" he hollered in between choked gasps.

"Depends on whether or not you'll come quietly. With your kind of guts, I bet not."

"Alright, I give! I give!"

Satisfied, Natasha loosened the headlock. A minor mistake as she quickly found out. The second he had a little leeway, Octoman wrenched himself free and aimed a kick at her chest. Imagine if you will the look of shock and slight panic on his face when Natasha simply seized him by the ankle, and imagine the pain he felt when her foot lashed across his face again and again and again until she delivered one last blow to his chest and knocked all the wind out of him.

"You holding up over there, Tony?!" she called.

She took Abomination slamming Iron Man against the ground no more than a second after she said that as a no. His suit protected him from the full force of each blow, but that wasn't to say it didn't hurt. It did. A lot. And no amount of repulsor blasts could keep the source of the pain from continuing to have at it. It didn't matter how many times Iron Man rocketed himself away from his massive opponent. Abomination just launched right at him and swung so hard that the very air around them felt like it was making way for the giant's fist.

"You're boring me, Stark!" Abomination laughed. "You're nothing but a worthless little action figure!"

He slammed his fists against the ground, shaking it and stirring up enough dirt to obscure Iron Man's vision for a few seconds. Those few seconds were all Abomination needed to deliver another sharp blow that sent the playboy in armour flying backward into a nearby tree.

"HULK!" Abomination roared. "GIVE ME HULK!"

"Keep that up and he'll turn himself over in no time just to shut you up…" Iron Man groaned, hauling himself to his feet. "Sheesh, I can understand Doc Ock and Hammerhead joining up with this fish freaks, but how the hell did they get ABOMINATION on their side?!"

As he stood, he had to vault out of the way of Abomination swinging a huge chunk of the broken tree at him. As he got to a safe spot, a light beep echoed in his ear, accompanied by a suave digital voice.

"Sir, I'm picking up a third party closing in rather quickly."

"Reinforcements, huh? Can you get me a quick ID on him, JARVIS?"

"One moment…confirmed. Approaching subject is Peter Benjamin Parker. ETA two minutes."

Beneath his mask, Iron Man smirked.

"Good ol' Pete comin' to save us again. Better get here quick, though."

Things hadn't gotten much better for Falco in the meantime. Zazan had called in more grunts, and they hadn't hesitated to all gang up on their rowdy avian adversary. To be fair, Falco did manage to hold his own against them for a fair amount of time, a roundhouse kick giving him a bit of breathing room and his arm cannons putting several down for the count. Once they started aiming for his vulnerable spots, though, a couple of clean hits was all that was necessary to break through his defenses. His knees crumpled and he shot his arm up as one last futile defense.

What timing, as a familiar red-and-blue figure swung overhead and shot down a thick stream that seized Falco by the arm.

"It's me! The Amazing Jumping Man! The Spectacular Leaping Dude! The Incredible Talking-To-Myself Guy!"

"Oh, it's you." Falco said with a smirk when he felt his feet touch the ground again. "What're you doing here, anyhow?"

"Meh. I was in the neighbourhood. Saw you guys getting wrecked by the big palooka over there and figured I could help out."

"Great. Thanks a lot, webhead."

"Anytime. Let's thrash these suckers!"

With Spider-Man jumping to their heroes' aid, the battle needless to say became far easier. Zazan's grunts ganged up on Falco again, Falco himself fighting back and getting some well-needed help from his web-spinning companion. Falco's fists did their stuff while Spider-Man kept him covered, webbing anyone who got too close to him and wrenching them toward him for a good strike.

With only Abomination left to be attended to, Iron Man and Natasha went for him. He came charging at them again, Iron Man blasting him with the unibeam again once he was close enough. The beast roared as he slid backward, and as he made a move to charge again, Iron Man crouched down and allowed for Natasha to vault off his back and deliver a powerful drop kick straight to Abomination's face. Alas, the blow barely did a thing despite Natasha being a fair bit stronger than the average woman, and the great monster was quick to react.

"You think that's gonna stop me?!" he laughed.

As he made a grab for Natasha as she landed, a single blast from Falco struck his hand. Enraged, he turned to the smirking blue-feathered avian.

"Yo!" Falco called. "You lookin' for a good time?"

Abomination sneered.

"What's a useless twig like you got to offer?"

"Nothin' but a diet, ton-a'-fun. Next time, eat a salad!"

Even if the insult had barely any meaning to Abomination, he couldn't resist the temptation of mowing down another defenseless target. Once he was close enough, he swung his fist at his cocky and nimble opponent, but the hulking monster only succeeded in leaving himself wide open when said opponent strafed out of the way.

"Whoops!" Falco laughed. "Happy feet! That ain't Falco! Stark! Spidey! Let's slam this sucker!"

"Got it!" Iron Man called, energy building up from his chest piece. "One battered mutant freak coming right up!"

Just when Abomination made a move toward him, Iron Man unloaded a massive beam from the chest piece, the force being just enough to knock the monster backward a fair distance. Here, the airborne Spider-Man wrapped several particularly thick strands of webbing around Abomination's neck, working in conjunction with the momentum from Iron Man's attack and hauling him into the air.

"You're gonna eat it now, sucker!" Falco shouted.

He finished off the chain attack as Abomination fell toward. Activating his arm cannons, he took a few moments to build them up to full blast before bending his knees and launching himself high into the air. The second he and Abomination made contact, the cannons fired. The blast burned into Abomination's chest, forcing him to let out a pained roar that abruptly stopped when his head slammed against the ground.

"OH! OOOHH!" Falco whooped, running around in fast circles as he pumped his fist in the air. "WHERE YOU AT?! WHERE YOU AT?! Oh my God, freakin' WOMBO COMBO! OH! GET YOUR ASS WHOOPED!"

"Okay, then." Spider-Man chuckled. "A little vain considering all three of us chipped in with that, but who am I to argue with an entitlement complex?"

"I'm having a moment here. Don't ruin it."

"Too late."

Abomination stood just like he had before, but even he had to admit that the so-called "Wombo Combo" had been brutally effective as he worked out the newly formed crick in his neck. He didn't have enough patience for this four. He wanted a real challenge. He said it once and he was more than willing to say it again: he wanted Hulk.

"The hell with this!" he growled. "Zazan, you're on your own!"

"We had a deal, you slime!" Zazan hollered back.

"Yeah? Well, who's the one who can break the other in half over his knee, huh? You? Give me a call when Hulk comes around. Then I might help you again."

Without another word, Abomination took off. Zazan gritted his teeth and yelled after him that he was a total coward, but received no response. He had every thought to continue the fight, but with Abomination having fled, all his Angalr grunts having either fled or were unconscious, and Natasha now making sure she had Octoman subdued, he had little hopes.

"Lemme go, ya freakin' crazy bimbo!" Octoman yelled.

"Buddy, you're headed to probably the most secure prison this side of Alcatraz." Natasha sighed in disgust as she forced a cable tie around his tentacle-like arms. "If you're not into the idea of being stuck there for the rest of your natural life, I suggest you stop talking right now."

Zazan growled to himself. Octoman went and got himself booked? Well, of course he did! He wasn't even a real fighter! He couldn't even believe he put even a minor amount of faith in him. He glanced over at Falco steadily but surely turning toward him. He didn't have much choice left. Without a second thought, he made a break for it, Falco catching it out of the corner of his eye.

"Get your ass back here, ya wuss!"

"Falco, hold up!" Iron Man called.

Telling Falco to resist a chase was like telling a dog not to go digging around in a backyard. Falco took off, speculating that he'd catch up to Zazan in no time. To his surprise and even minor amusement, Zazan kept up a decent pace and stayed a good ten feet ahead of him.

"Not bad, punk." the avian growled under his breath. "But it ain't gonna keep me from kicking your scaly butt all the way back to Venom."

Zazan slightly impressed Falco once again when they entered an alley and the fish-man wall-kicked all the way up to the roof. He wasn't betting on Falco being able to do so, as well. Nevertheless, Zazan kept moving, picking up his pace and employing a great deal of parkour in his movements as he leapt from rooftop to rooftop. Falco did the same and even started to gain on him a little bit. Just when he was within leaping distance, however, the worst possible thing that could happen to a free-runner happened to Falco as he jumped onto a nearby pipe: his foot slipped.

It wasn't enough that he fell flat on his face and tumbled a little bit. The forward momentum was all it took for him to go sailing off the edge of the rooftop.

"SHIT SHIT SHIT SHIT SHIT SHIT SHIT!"

He made a grab at a nearby laundry line only for it to come loose from the wall, and Falco knew he was done the second he slammed into solid brick and fell a good fifteen feet into a dumpster. He was out cold before he even landed in the soft piles of garbage bags. In seconds, the smirking Zazan had tipped the dumpster over with a surprising level of strength and chuckled as the unconscious Falco sprawled out onto the pavement before him.

"What's wrong, Lombardi?" he said. "You're a mercenary. You can't be lying down on the job."

He had every thought to pull his gun and pop off a single shot and finish this sorry excuse for a fighter off for good, but the second he touched the butt of the pistol in his holster, there came a loud crash three feet from him. The figure he saw approaching him wasn't any of the other three heroes, though the spandex he wore caused him to initially think it was Spider-Man.

But then again, Spider-Man wasn't a fully-equipped murder machine with blank white eyes.

"Ya feelin' lucky, punk?"

Zazan didn't try his luck despite this oddball mercenary practically begging him to do so. He didn't have the time, patience, nor guts for it. Not when the guy had two swords strapped to his back and a truckload of guns dangling from his belt.

"Seriously, though, what is it with these Earth people and spandex?"

The mercenary made a grab for his swords, Zazan taking off in an instant. The mercenary was disappointed, and so was one of the two voices in his head.

"Aww, come on!" he called. "I really wanted to slice you up, man! Just a little!"

"Yes, because saying that is going to make him open to the idea." growled the first voice.

"Ah, shut up!" shouted the second voice. "I wanted to see his guts and so did you!"

The slightly mad figure in red-and-black rolled his eyes before they settled on the still-unconscious Falco.

"Sheesh, looks like he took one hell of a fall…" he said to himself before spotting the arm cannons and letting his excitement get the better of him. "Sweet! Gimme gimme gimme!"

Giving Falco a quick kick in the ribs that only got a drowsy groan out of him, the mercenary grabbed at the cuffs of the cannons and tried with all his might to wrench them off of their owner. He found no success no matter how hard he tried, seriously considering amputating Falco's arm as his next option.

"Nah. I don't need another dismemberment sit down from Wolfie." he muttered to himself before shrugging. "Ah, hell. I guess he can hang at my place for a little bit."

After playing ventriloquist with Falco's beak for a few moments, the mercenary heaved the avian onto his back and began to lug him away, though stopped a took a quick look over his shoulder, smirking underneath his mask.

"Oh, yeah, you guys are still here. Don't worry, I'm not gonna cut his freakin' arms off. Come on, I wouldn't do that. Before AxeHero cuts the chapter off like a jackass, can I ask you something real quick? How was anyone gonna enjoy this story if I wasn't in it?!"

* * *

><p><em><strong>Oh, come on, you know we can't do a Marvel story without the good ol' Merc with a Mouth. <strong>_

**SOUNDTRACK SO FAR**

_**Briefing-** _The Avengers theme

_**Our friendly neighborhood Spider-Man-**_"I'm Spider-Man" from The Amazing Spider-Man 2

**_Krystal and Wolverine versus Sentinel-_**Theme from the 90s X-Men animated series

_**Fox and Black Widow versus Hammerhead and Zako-** _"Corneria" from Star Fox (SSBB version)

_**Falco, Black Widow, and Iron Man versus Zazan, Octoman, and Abomination-** _"The Mob Rules" by Black Sabbath


End file.
